Nedbank Group Limited has moved to take control of NCBA Group Plc through a partial tender offer that allows existing investors to sell up to 66% of their holdings, while leaving the remaining shares trading on the Nairobi Securities Exchange.
NCBA said it was served on Jan. 21 with a notice of intention from Nedbank to acquire about 1.09 billion ordinary shares, equivalent to roughly two-thirds of the lender’s issued share capital. The offer is open to all shareholders, with Nedbank buying shares only from those who choose to tender.
Under the proposed structure, Nedbank does not currently own any NCBA shares and is seeking regulatory approval to avoid making a mandatory offer for the remaining stock. If completed as outlined, NCBA would become a subsidiary of Nedbank, while the balance of about 34% would remain in public hands and continue trading locally.
Pricing and consideration
Nedbank has offered to buy the 66% stake in a Sh109.9 billion transaction combining cash and shares. Shareholders who would receive fewer than 200 Nedbank shares will be paid entirely in cash at Sh105 per NCBA share. Larger holders will receive a blended value of Sh98.72 per share, made up of both Nedbank shares and cash.
NCBA shares traded at Sh90.5 on Wednesday, making the all-cash option for smaller investors a premium to the market price. Today morning, NCBA Group shares was up 8.9% to KES 98.00. The stock is now +90.7% over 1 year and +7.7% this year.
Investors can tender 66% of their holdings. Of the shares accepted, 80% will be exchanged into Nedbank stock at a ratio of 4.02994 Nedbank shares for every 100 NCBA shares, based on a reference price of 250 rand per Nedbank share. The remaining 20% will be bought for cash at Sh2,100 per 100 NCBA shares.
Nedbank shares closed at 274.1 rand on Wednesday, implying that the share conversion element values NCBA stock at a 9.6% discount to Nedbank’s prevailing market price.
Shareholders with fewer than 9,400 NCBA shares will not qualify for the mixed consideration and will receive cash only. For every 100 NCBA shares, cash-only investors will be paid Sh10,500, compared with Sh9,872 in value for those eligible for the blended option.
Who is affected
NCBA’s shareholder register shows that most investors fall into the smaller-holder category. As of December 2025, the bank had 11,912 shareholders holding between one and 500 shares, 13,389 with 501 to 5,000 shares, and 1,853 with 5,001 to 10,000 shares. These investors would receive cash under the offer terms.
Larger institutional and family shareholders are among those backing the transaction. NCBA said it has received irrevocable undertakings from shareholders representing about 71.2% of its issued shares to accept the tender offer on a pro-rata basis. Supporters include the families of Jomo Kenyatta, Philip Ndegwa and Simeon Nyachae.
Regulatory path and trading implications
The transaction will trigger Kenya’s takeover regulations, and Nedbank has said it intends to apply to the Capital Markets Authority for an exemption from making an offer for the remaining shares. Completion is subject to approvals from the CMA, the Central Bank of Kenya and competition authorities in relevant jurisdictions.
Nedbank has indicated that NCBA will remain listed on the Nairobi Securities Exchange after the deal. NCBA cautioned that the tender offer could materially affect the price of its shares and advised investors to exercise caution when trading.
The bid follows Nedbank’s exit from its 21.1% stake in Ecobank Transnational Incorporated in 2025 for 1.8 billion rand, and comes amid reports that Standard Bank Group had also shown interest in NCBA late last year.
Further details are expected once the formal tender offer document is published.
Jefferson Wachira is a writer at Africa Digest News, specializing in banking and finance trends, and their impact on African economies.